Bleach The 3rd Phantom II: The Phantom of Shadows
by Bowser Blanchette
Summary: Takes place after the game. The Kudo Twins, Ichigo and his friends faces an Arrancar that can disguise himself as one of Ichigo's friends! Can they stop him or will Aizen prevail? Meanwhile, Matsuri Kudo herself starts having feelings for Ichigo. IchiMat
1. Chapter 1

Bowser Blanchette and Final Destination Studios Presents:

Bleach The 3rd Phantom II: The Phantom of Shadows

Starring:

Matsuri Kudo, Fujimaru Kudo and more

**All characters except OCs belong to their respective owners**

Pairings: Matsuri/Ichigo

* * *

**Chapter 1:**

Szayel Aporro Grantz, Espada No. 8 smiled in delight. The reports he just read, met his expectations. Szayel turned to the glass chamber to his left. An Arrancar was in the glass chamber. Red liquid enveloped it as it slept. Aizen had specifically asked Szayel to look after this Arrancar. Aizen's reason was unknown, but Szayel knew what it might be.

* * *

A few weeks ago...

* * *

_In the sands of Hueco Mundo, a lone Vasto Lorde had collapsed in the dunes. The figure's mask was a part of a skull covering the top half of his face. Its platinum silver hair was wrapped in a ponytail. It looked like he was ready to meet its fate as it saw what he thought was a man with brown hair wearing a white uniform just like the Arrancar itself._

_The figure stared down at the Arrancar was soon slipped into unconscious._

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Present Day...

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Szayel approached Aizen's Throne to make his report about the Arrancar.

"So, Szayel Aporro, what have you to report?" Aizen asked calmly.

"My Lord, the Arrancar's strength is returning to full power. It will be a matter of time until he is ready for battle," The Eighth Espada replied.

"Excellent, please keep me informed for any changes."

Szayel bowed, "I will, My Lord."

* * *

Karakura Town- Karakura High School

* * *

Ichigo Kurosaki was done with school for the day. He was making his way back home when he saw a blonde-haired girl and a dirty blonde-haired boy walking towards him. Ichigo waved at the two.

"Hey, Ichigo!" the girl called out.

"Hey, Matsuri. Hey Fujimaru," Ichigo responded.

"Hey, Ichigo," Fujimaru said back.

The twin Soul Reapers had been in Ichigo's school ever since the last battle against their former captain and adoptive father, Seigen Suzunami. The twins decided to stay in the World of the Living to see if Aizen had used the artifact, the Shisui Mirror to reincarnate one of the Souls absorbed by the Mirror. The Kudo Twins had been watching for the past few weeks.

The twins looked at Ichigo as he rubbed his left shoulder.

"You heading back home already?" Matsuri Kudo asked.

Ichigo nodded, "Yeah, why?"

"Actually, we came to find you, Urahara wanted everyone here to come to his shop," Fujimaru said.

Ichigo's eyes narrowed, if Urahara found something, it would not fair well with him and his friends. Ichigo and the Kudo Twins all ran towards Urahara's Shop.

---

Hueco Mundo

---

Szayel watched as the Arrancar in the liquid-filled chamber started to awaken from its slumber. The Eighth Espada knew it was time for his release. He pulled a lever down to drain the red liquid from the chamber, before the glass chamber slid down, allowing the Arrancar to fall down on the ground.

The figure slowly got up as it looked around its surroundings. His gold and silver eyes (left and right eyes respectively.) looking at Szayel.

"Where am I?" the Arrancar asked.

"You are in my lab in the Palace of Las Noches," Szayel replied.

---

Szayel escorted the Unknown Arrancar to Lord Aizen. They entered the throne room to see the other nine Espada gathered to see their newest member. The Espada saw the Arrancar while he stared at Aizen himself.

"Welcome to our Palace, Las Noches," Aizen greeted the Arrancar, "Can you tell us your name, comrade?"

"Morpheus, sir," the Arrancar replied.

Aizen smiled as Morpheus introduced himself, "Morpheus, interesting name."

One Espada just scoffed, "What kind of name is that?!"

Everyone turned to see the Fifth Espada, Nnoitora Jiruga chuckling.

"Is there a problem with my name, amigo?" Morpheus asked in annoyance.

Nnoitora laughed, "Your name...it sounds stupid! That name makes you look like a damn pansy!"

Aizen smiled as Morpheus slowly approached Nnoitora. The tall, lanky Espada stared down at the Arrancar.

"You think I'm a pansy, you say?" Morpheus asked pointing at Nnoitora's hood, "What about you? Does that hood get 300 channels or do you use that hood as a spoon?!"

Gin Ichimaru stifled a laugh as the other Espada looked at each other.

"In fact..." Morpheus suddenly plucked out a strand of Nnoitora's black hair, "...I'll show you what this 'pansy' can do!"

"I dare you to try, bastard!" Nnoitora snapped back.

Morpheus smiled as he ate the strand of Nnoitora's hair. As he did, his body began to glow. A bright light enveloped Morpheus as the people around him watched. A few moments later, the light faded. Everyone looked at Morpheus, and they were stunned...

...so was Nnoitora, as he stared at Morpheus at eye level...

...Morpheus had transformed in the Fifth Espada himself!

Aizen smiled, "Well now, it seems he would be perfect for my plan."

Nnoitora stared at his copycat. Morpheus smiled as the Espada looked confused.

"My transforming technique can mimic anybody I want to be. All I need is a copy of their DNA to do so," Morpheus explained, "even if it's a strand of hair."

Nnoitora grunted as he turned around and sat back down.

Aizen smiled as he knew Morpheus would truly be helpful...

...in the destruction of the Soul Society.

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Chapter 1: END Read and review!


	2. Confrontation

Chapter 2: Confrontation

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Urahara's Shop

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Ichigo, along with the Kudo Twins were sitting down in Urahara's Shop, just waiting for the shopkeeper himself. Orihime and Chad were already there. Ichigo wondered what Urahara wanted with him and his friends. The only person who was not there was Uryu. Orihime and Chad were wondering where he was.

"Where's Uryu? Has anyone seen him?" Ichigo asked.

"He said he was coming here, but he hasn't shown up yet," Orihime said.

"We tried calling him, but hasn't picked up his cell phone," Chad added.

Ichigo sighed, "I'm sure he has a reason why he's late."

"I see everyone is here," Everyone turned around to see Urahara and Yoruichi coming in from the back of the store.

Ichigo growled, "But, Uryu is not here!"

"Don't worry, we'll relay the information to Uryu after we get done here," Yoruichi said calmly.

The Substitute Soul Reaper slowly looked at Yoruichi and Urahara, before asking, "What is it that you wanted to tell us?"

Urahara sighed, "Apparently, a group of Soul Reapers were supposed to deliver a message to us about Aizen's newest plan."

Ichigo and his friends' eyes widen in response.

"Aizen's newest plan?" Fujimaru Kudo asked.

"That's right, however, we lost contact with the group and now we don't know what became of them," Yoruichi said.

"Could Aizen have ambushed them?" Matsuri Kudo asked.

"Possibly, but I can't say for sure. We tried contacting the Soul Society from here, but there has been some sort of interference that we cannot contact them."

"Where was the group last located?" Ichigo asked, getting ready to get up.

"In Karakura Park, right where you met the two Arrancar that first came here," Yoruichi replied.

Ichigo got up, "Well, we can't just sit here! We need to find them now!"

Just as everyone was about to leave, Urahara stopped them.

"Wait; there is one more thing you should know."

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Karakura Park

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_I know they were here, I can barely feel their presence._

Uryu Ishida, the last of the Quincy, had felt something as he was about to leave with Ichigo to go to Urahara's Shop. When he felt a weak signature, he had to check it out. He looked and saw the crater where Ulquiorra and Yammy first arrived on Earth. He remembered it too well. As he looked in the crater, his eyes widen in horror...

...Four dead bodies...

...Soul Reapers to be exact.

"What happened here?!" Uryu asked.

He checked for any pulse of any kind. Only one had a weak pulse. He looked at the Soul Reaper, who was on the brink of death.

"What happened? Who did this to you?" Uryu asked.

"R-run...don't let him...copy..." the Soul Reaper suddenly stopped talking.

The man's pulse stopped.

Uryu wondered what he meant by 'copy'? He looked at the other dead Soul Reapers. One of which was a sky-blue haired female Soul Reaper. Judging from the medical pack she was carrying, she was from the Fourth Division. Uryu checked her body out and realized about her fate.

"She was tortured to death. But, who could have done this?" Uryu asked.

Suddenly, Uryu felt a presence nearby. He turned around to see a figure whose mask was a part of a skull covering the top half of his face. Its platinum silver hair was wrapped in a ponytail.

"An Arrancar?!" Uryu said as he stared at his opponent.

The figure smiled, "That's right. Unfortunately, I'll be the last thing that you'll ever see."

Uryu quickly summoned his bow just as an Indigo Colored Cero came right at him.

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Urahara's Shop

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"Guys! Did you feel that?" Ichigo asked.

Everyone felt the same thing; two high Spiritual Pressure Signatures were felt. One they all knew was Uryu, and the other.

"An Arrancar?" Matsuri asked.

"Most likely, we better hurry and help Uryu," Yoruichi said.

Everyone nodded in agreement.

"Urahara, try contacting the Soul Society again. This has Aizen written all over this!" Yoruichi added before taking off with Ichigo and the others in tow.

Urahara waved his fan and smiled sheepishly, "Don't worry I will."

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Karakura Park

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Uryu looked around the inside of the crater to see where the person went. The guy was nowhere in sight. He climbed out of the crater and looked at his surroundings. The guy was still not there.

"Where is he?" Uryu said, calmly.

As he was looking away, a figure appeared from behind and lifted his weapon up in the air. The figure hoped to slice the Quincy in two before he even realized what hit him. He slashed at the Quincy, but was surprised when he hit a blur.

The figure looked surprised. He turned around to see Uryu getting ready to fire his bow.

"Did you think you can hit me from behind?" Uryu asked.

"I underestimated you; I forgot that you can use _Hirenkyaku_ the Soul Reaper equivalent of _Shunpo_."

"I see you did your homework," Uryu said, impressed by this person's intelligence, "But, I think you forgot something."

The figure smiled, "What would that be?"

"I sensed that you were surprised that I was quickly behind you after you tried a cheap shot attack. I figured out your weakness."

The figured smiled, "I see, well then in that case."

The figure's body began to glow suddenly. Uryu watched as the light soon faded afterward. To Uryu's surprise, the figure standing before him...

...was that sky-blue haired female Soul Reaper.

"You monster," Uryu growled, "how dare you try and defile that girl by impersonating her!"

"Monster," the imposter laughed, "I forgot to introduce myself. Try to remember it; you may not live long enough to remember it. I am Morpheus, the Shape Shifter Arrancar!"

"Morpheus, huh?" Uryu said, taking that name into account, "Then, at least remember my name, Uryu Ishida, a Quincy."

Morpheus smiled, "By the way, my weakness you said that I had one."

"That's right."

Suddenly, Morpheus appeared in front of Uryu's face.

"You think that I can't perform _Sonído_, is that it? Wrong! I do know _Sonido_; I just like using _Shunpo_ like a Soul Reaper! Like this girl for example. Sadly, I shattered her like a mirror."

Uryu growled.

"Call me whatever you like, Quincy, but once I get a hold of some of your DNA, I'll be the first Arrancar in history to know three variations of Flash Steps!" Morpheus laughed.

"URYU!"

Morpheus stopped laughing as he and Uryu turned and saw Ichigo and his friends approaching.

"Ichigo, what took you so long?" Uryu asked in annoyance.

"Never mind that," Ichigo said, pointing at Morpheus, "why are you fighting that her?"

"Yeah, Uryu, why?" Orihime asked sadly.

"She's a he. He killed her and her comrades," Uryu explained.

"What!?" Matsuri asked.

"No way!" Fujimaru responded.

Yoruichi scowled, "We came too late."

Morpheus smiled, "So, Ichigo Kurosaki and his band has finally arrived!"

Ichigo growled as he grabbed Zangetsu, "You bastard! I'll kill you!"

Morpheus smiled again, "Your empty threats do not scare me."

Morpheus turned around and noticed the Kudo Twins. The two looked at the imposter, getting ready to fight.

"Well, so these are the Kudo Twins, Fujimaru and Matsuri," Morpheus said.

The twins silently stared at him.

"That's right; I must reveal myself to you, only your friend, the Quincy, was the only one to see it."

With one snap of his fingers, the body he copied shattered, revealing his Arrancar form to his opponents. Matsuri, Ichigo and Fujimaru were on guard as he stared at them.

"I guess the time for talk is over. It's time for battle," Morpheus said as he lifted his left arm. He turned and pointed...

...at Matsuri Kudo.

"Ladies first."

* * *

**Chapter 2: End Read and review!**


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